common law and code law govern contract formation and performance
general contract law rules are derived from the common law
common law traditionally applies to contracts for services
UCC applies to contracts for goods
Code Law
states have enacted statutes that govern certain types of contracts
Laws governing the sale of goods are part of the Uniform Commercial Code (UCC)
written by the National Conference of Commissioners on Uniform State Laws (NCCUSL)
works to develop uniform state laws
existence since 1892
Each state appoints commissioners to work on draft model laws
took 10 years to write
is a model law that states can adopt
states may amend portions of the UCC when they adopt it
does not cover every aspect of contract law
Many parts of contract law are left to each state’s common law
Common Law
The Restatement (Second) of the Law of Contracts summarizes the common law rules
a treatise on common law contract rules prepared by the American Law Institute (ALI)
is a group of highly distinguished judges, lawyers, and legal scholars who review cases on a certain type of law, then compile the principles stated in those cases into a series of rules
rules are not binding authority on a court the way statutes or court rulings are